Item 5.07
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Submission of Matters to a Vote of Securities Holders.
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On September 12, 2018, CA, Inc. (
CA
) held a special meeting of stockholders (the
Special Meeting
) at the Warwick
New York Hotel, located at 65 W 54th Street, New York, NY 10019, at 10:00 a.m., Eastern time.
As of the record date, August 9, 2018, there were
418,165,884 shares of common stock of CA issued, outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 346,382,032 shares, or approximately 82.8% of all outstanding shares of common stock, were present either in person or
by proxy. Three matters were voted upon at the Special Meeting, with the Board of Directors of CA unanimously recommending a vote FOR each of the proposals voted upon, as further described in the definitive proxy statement filed with the
Securities and Exchange Commission on August 10, 2018 (the
Definitive Proxy Statement
) and mailed to CAs stockholders on or about August 10, 2018.
Proposal 1 (the
Merger Proposal
) was to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of
July 11, 2018 (as it may be amended or modified from time to time, the
Merger Agreement
), by and among CA, Broadcom Inc. (
Broadcom
), and Collie Acquisition Corp., a wholly-owned subsidiary of Broadcom
(
Merger Sub
), pursuant to which Merger Sub will be merged with and into CA (the
Merger
) and CA will become a wholly-owned subsidiary of Broadcom.
Proposal 2 (the
Adjournment Proposal
) was to consider and vote on a proposal to postpone or adjourn the Special Meeting to a later date, if
necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, but such adjournment was deemed unnecessary.
Proposal 3 (the
Executive Compensation Proposal
) was to consider and vote on a proposal to approve, by
non-binding
advisory vote, certain compensation that will or may become payable by CA to its named executive officers in connection with the Merger.
The Merger Proposal, the Adjournment Proposal and the Executive Compensation Proposal were approved and adopted. Adjournment of the Special Meeting was not
necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.
The table below shows the
final voting results from the Special Meeting.
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For
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Against
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Abstained
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Broker
Non-Votes
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Proposal 1 The Merger Proposal
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344,068,295
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762,209
|
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1,551,528
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0
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Proposal 2 The Adjournment Proposal
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324,711,685
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20,262,250
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1,408,097
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0
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Proposal 3 The Executive Compensation Proposal
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331,167,839
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13,204,537
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2,009,656
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0
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Subject to customary closing conditions, the Merger is expected to close in the fourth calendar quarter of 2018.